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安奈儿: 国联民生证券承销保荐有限公司关于深圳市安奈儿股份有限公司详式权益变动报告书之财务顾问核查意见

Core Viewpoint - The financial advisor, Guolian Minsheng Securities, has issued a verification opinion on the detailed equity change report of Shenzhen Anner Co., Ltd, confirming the accuracy and completeness of the disclosed information and outlining the implications of a significant equity transfer involving Shenzhen Xinchuan Investment Partnership [1][2][3]. Group 1: Equity Change Details - Shenzhen Xinchuan Investment Partnership will acquire 27,764,410 shares of Anner, representing 13.03% of the total share capital, making it the controlling shareholder after the transaction [2][3]. - The agreement includes provisions for Xinchuan or its concerted parties to increase their stake by an additional 3% and to reorganize the board of directors [2][3]. - The transaction is subject to compliance confirmation from the Shenzhen Stock Exchange and other regulatory approvals, which introduces uncertainty regarding the completion timeline [3]. Group 2: Verification and Compliance - The financial advisor has conducted due diligence and is confident that the professional opinions expressed align with the information disclosed by the obligated party [2][3]. - The advisor emphasizes that all provided documents and statements are guaranteed to be true, accurate, complete, and timely by the information disclosure obligor [1][2]. - The advisor has implemented strict confidentiality measures and internal controls to prevent insider trading and market manipulation [2]. Group 3: Company Background - Shenzhen Xinchuan Investment Partnership was established on May 27, 2025, with a registered capital of 395 million RMB [6][7]. - The partnership is managed by Beijing Wanchangshengling Enterprise Management Co., Ltd, which holds a 51% stake [7][8]. - The actual controller of Xinchuan is Huang Tao, who is also the executive director and president of Century Jinyuan Group [8][9].